The Friendly Changeling
by WezzaHD
Summary: A changeling has left the hive to lead a new life. Meanwhile, Twilight and her friends are on alert for a changelings in Equestria. Will Shadowflight be able to make friends without getting caught and resist his temptation of absorbing a ponies love?
1. Chapter 1: The Rogue

Not too far off Ponyville in a forest was a lone hooded traveler; with a cloak covering his entire body. Said traveler stopped when near Ponyville and hid in the nearby woods. He found a puddle and looked at himself. There he took off his cloak and revealed the changeling underneath. He stared into his reflection.

He looked like a monster.

Here he was, a changeling, and if he was going to get into Ponyville and have a fresh start. Away from the views of his kind who took love but were filled with hate, who immediately turned on him in one moment after everything he'd done for them; all because he brought up two possibilities. Peace. Peace and friendship. Nopony had ever accepted his idea. And, he could see part of why his kind had thought that. They did look like what ponies would consider monsters, and they fed off of ponies love to survive. That was the main thing that separated the two; means of survival. But nopony ever said it would be easy to introduce change. And when he introduced the idea of ponies giving their love willingly to the queen, she laughed in his face. That was when he decided to leave. However, he knew that this wouldn't be the end of it. A changeling was not to leave the hive under any circumstances unless permission was received from the queen. Once he left the hive, he was a fugitive, to both changelings and ponies.

Now he was here, and he didn't know what to do. He couldn't change into a pony he'd seen, what if the one he was imitating happened to come along, his cover would be blown. No matter how far away they lived, or how unlikely it would be, he didn't like to gamble. He also couldn't change into an original pony, that was too advanced for a changeling such as himself, only the queen herself could do that, and even for her it was difficult. He didn't know what to do. He then got an idea. He was still advanced in his abilities compared to other changelings, maybe there was a loophole; if he could turn into something himself, he could combine aspects from ponies he'd seen over his years of service. He changed into a white Pegasus, this was how many of those royal guards looked. Now for the hard part; he then made himself less built giving him the shape of a regular Pegasus, and changed his coat to dark indigo, with a messy black mane and tail. He struggled, but he finally got it down. Now all that was left was a cutie mark. He thought for a moment, and then finally decided. He cringed for a couple of seconds, then a storm cloud appeared on his flank. As soon as he stopped panting, he started looking on to Ponyville.

He started wondering if Ponyville was the best place to start. He would eventually reveals himself to his friends, if he made any, and while he would hear that Ponyville was one of the friendliest places in Equestria, it was also home to princess Twilight, who had a hatred of his kind, as it was changelings who almost took over her home city, as well as nearly killing her beloved mentor, whom she appeared to think of as a second mother. Even the Princess of Friendship had something she didn't like. It was annoying that he one of the few things that one (and maybe more) of the Princesses didn't like as well as a bit dangerous.

He started to walk over to the town, with some bits he had to steal, he was ashamed that he had to, but he couldn't live on the streets if he was to make any friends. He didn't know where to go, but he supposed he could ask somepony. He saw a pink earth pony with a frizzy mane and tail happily walking along. He recognized her as one of the "Elements of Harmony" in Canterlot. His wings started to flap, but then he stopped himself, changelings usually traveled by wing, even if it was just hovering above the ground, they were more used to that than walking, he supposed he should get more used to that. He walked over to the mare.

"Hello, my name is Shadowflight, could you show me where I could buy a house?" he asked, giving his best pony voice. She gasped and ran off. He just stared on in confusion. He tried someone else, who pointed him to a house that said "for sale". He looked at the address on the sign and walked off to find the estate house.

* * *

><p>A tired purple alicorn had just got back from flight practice with Rainbow Dash. Rainbow sure didn't cut any slack, Twilight thought. But she did need it. After all, what good are wings if one doesn't use them? She then saw Spike come in eating a gem that he probably got from Rarity, when he started to look as if he was going to throw up.<p>

"Oh no... not now... I just ate-" He spewed up a note labelled "Urgency". She opened it while Spike got some water and read it.

_"Dear Twilight,_

_I fear that a changeling has left their hive. For the most part, my guards are able to see these changelings before they leave the hive and stop them before they absorb anyponies love then lead them back to where they came from. However, we have lost track of this one. We do not know where it is or what it wants. I cannot inform another invasion and I have already informed Cadence and Shining armour. Please, Twilight, be on alert_

_Sincerely, Princess Celestia"_

Twilight closed the note. Her first instinct was to go to the Crystal Empire and see if Cadence and her brother were okay. After all, they had both suffered greatly at the hooves of a changeling and nearly lost each other. But Twilight knew that she had to tell her friends and make sure they were aware and alert. It was a good thing that she still remembered that spell which could break through a changeling's disguise. Just then a pink blur shot in through her door.

"OHMYGOSHTWILIGHTTHERE'SANEWPONYINTOWNIHAVEDOPLANAPARTYFORHIMANDGETSOMECAKEANDSTREAMERSANDINVITEEVERYPONY-"

"Pinkie, Listen to me!" Twilight grabbed her hyperactive friend with her magic "There's a changeling loose somewhere in Equestria and I need you to be on high alert!"_  
><em>

"Aye aye, princess!" Pinkie saluted and ran off. Twilight was a bit interested in this new pony. The changelings could be anywhere, and anypony and after just hearing from Celestia, she should he wary. But she wouldn't just assume that the changeling was here; it might not even be in Ponyville to begin with. And even if it was, then it it could have already taken the place of somepony in town, and not a new pony. Regardless, if the changeling was here, she WOULD find it.


	2. Chapter 2: Welcome to Ponyville

Shadowflight had just moved into his house. It was a simple place, a living room with a table and two chairs, a kitchen with standard kitchen devices, which he didn't know how to use, and a bedroom which lead straight to the bathroom. To any other pony, this would probably be tiny, but Shadowflight didn't notice nor mind. He had a home, and this was the first step in his new life, and he would soon take his first step in making friends. He decided to look around town to get to know the place. He left what little possessions he had, and went outside, it would also give him a chance to get used to walking, as well.

He left his house to be greeted with a bright sunny day. The sun was shining on him, and made him feel, warm. The light never came to the hive, it was always gloomy with nothing but the decrepit land around it. But here, he finally knew what the sun was like. He almost smiled.

But no. He knew that he was not welcome in the sun, he was only wearing the guise of somepony who was. In reality, he was an outsider, a small part of a huge thorn in Equestrias side, a loner, who in the eyes of others, would never be accepted to even go near the light. But this was his chance to change all of that, and "by Celestia", as they said, he was going to change that.

He started looking around and came across a pastry shop close to his house called "Sugarcube Corner". There was probably some good stuff in there, but it was a shame he couldn't eat any of it. He went to the next place which read "Pegasus weather station". Outside it was a bulletin board of the weather for the next five days. Sunny today and tomorrow, and clouds with a chance of rain in two days time. He shrugged then walked away. Trotting along, a blue blur came crashing into him.

He was dazed for a couple of seconds, until he pushed whatever had just crashed into him to the side. He looked at the mare. She was cyan, and had a peculiar rainbow mane. Another pony at Canterlot during the invasion, a pony he remembered very well.

"Hey, are you okay, I guess?" He asked. Friends had to show concern, or something, right? Well, she got out of her daze and showed her appreciation for his concern, by slugging him in his jaw.

"Hey, watch where you're going,you clutz!" She yelled at him "I was flying there, and you got in my way!" Though Shadowflight wanted to know about friendship, he was almost completely alien to what it meant. He heard that friends forgive each other,o he forced a smile and apologised. Though in reality he wanted to kick the mare back.

"Hmpf, apology accepted" she said with pride on her face. "By the way, I'm Rainbow Dash. The fastest flier in all of Equestria. I've never seen you around before, are you new here?"

"Yes" He nodded "I'm Shadowflight, I just moved Here from... uh, Manehatten" Shadowflight couldn't believe he hadn't thought about where he was from. He was such an idiot.

"Meh, while, I've got more flying to do, see us around, Shadow" Rainbow shrugged and flew off. She was obviously full of herself, though she was fast. But he had to check the rest of Ponyville out.

He then walked over to, well he looked at it, and he didn't know what it was selling. It was something called a "boutique" but he didn't know what that was.

***CRASH***

He was broken from his thoughts when three small figures crashed into a tree next to him.

"Ah told ya cutie mark crusader cannonballs was a bad idea"

"Well, it would have worked if Sweetie Belle aimed the cannon towards the target"

"Hey, it's not my fault that Applebloom was moving around and made it shift to the left"

Shadowflight stared at the three in the tree. One orange Pegasus, one white unicorn, and one yellow earth pony. All fillies.

"There ya are, we've been lookin' all over for us"

"Honestly, you three, where did you even get a cannon?"

An orange earth pony in a hat and a white unicorn with a purple mane ran up after them. After telling them off they suddenly noticed Shadowflight.

"Excuse me, darling, but could you get those three down from there?" She asked him. He nodded, and flew up to grab all three fillies. He wheezed a bit, carrying three fillies at once was heavy work, but he managed it, and got them down.

"Oh thank you, so much, kind sir"

"Can we do anything to repay ya?" The Orange one asked.

"No, it's really alright" he shook his head.

"Nonsense, you've helped us very much" the other one insisted and she pulled me inside her "boutique" with her magic while the others followed.

"Look at your mane, it's utterly hideous. This simply will not do!" She suddenly looked angry and got a paddle with blunt spikes and ran it through his mane. His initial instinct at the sight of it was to stick her to the wall and run away, but he didn't. She couldn't have known his secret so quickly, so he stood where he was. It wasn't a weapon, he was right about that, but it still hurt. After a few more painful minutes, Shadowflight soon had a clean mane and tail.

"Perfect" she marvelled at her work "I hope everything is to your liking... erm, I don't believe I caught I caught your name" she said sheepishly.

"I'm Shadowflight, and you are?" he smiled

"Ah, yes, I'm Rarity, Ponyville's very own fashionista"

"And ah'm Applejack, of Sweet Apple Acres"

Soon, a cat came down from upstairs. "Oh, this is Opal, say hello, Opal" she gently pushed 'Opal' towards him. The looked him for a couple of seconds, hissed and ran back upstairs. "Opal! I'm terribly sorry, she's usually not like this"

"Yes, she is" the younger unicorn whispered to him. He snickered to himself at this.

"It's fine, animals usually don't like me" This was true, animals could sense danger from a mile away, and his species was about as big a danger as they came.

"Well, it's been fun, but-"

"Wait!" she took some quick measurements of him.

"What are you doing?" he asked

"I'm taking measurements, silly. You said you were new, correct? Well, consider this a welcome gift. I'm going to make you some clothes, free of charge!"

"Wow, you're really generous, thank you"

"Oh, it's nothing really" she replied "They'll be with you in about a day's time, darling" she said as he left the Boutique.

He began walking over to the large forest at the other side of Ponyville. On the other side, there was a forest, the "Everfree Forest" a sign read. He had heard about this forest; it was one of the most dangerous places in Equestria. He saw a small cottage with other small houses in its yard. It surprised him that there was a pony who lived right outside the place. Whoever it was, they must be really pony to live outside such a dismal and dangerous area. He went over to the entrance, and saw animals in the garden. They all looked at him and either ran away in fear or growled at him and looked like they were ready to attack.

Just then, a white rabbit bumped into his hoof. It looked up at "pony" above and cowered under him in fear.

"Angel, there you are." A yellow pegasus with a long pink mane flew up to him and grabbed the bunny. She spoke with a quiet voice.

"Why do you always have to be so picky that you throw a tantrum and run away?" At this point, the bunny wasn't worrying about food, it was just concerned with getting as far away from this newcomer as possible. She noticed him and was startled by his presence.

"Hello there" the changeling in disguise decided to introduce himself. "I'm Shadowflight, and you are?"

"I'm, Flutt..." She muttered.

"I'm sorry, I didn't quite hear you, could you say that again?" He asked politely.

"Flutters.."

"Still can't hear you"

"Fluttershy" She finally spoke clearly. Wow, the pony who lived by this deadly forest was not at all as he expected. He would have expected. He thought it would've been somepony more confident, but tense. A pony that was like him, in his soldier days. Yes, he remembered those all too well. But he never wanted to think about them, and now was no exception. Now was a time of new beginnings.

"So, you live here?" he asked, trying to make conversation. She nodded. "Isn't it a bit dangerous to be living outside here?" That question was really annoying him.

"Oh, no, they rarely ever leave, t-the forest" She was being a bit more open, but was still very shy. He looked up. The sun was going down, so he proceeded to walk back to his house. He went through town, where he could already see ponies going into their houses. He also saw many stores closing up. He saw one called "Sugarcube Corner" being closed by two earth ponies, who were strangely carrying two foals on their backs, which he guessed were their children, but that wasn't the strange part, no, the strange part was that neither were earth ponies. One was a unicorn and one was a pegasus. He didn't know how that was possible, but he kept walking.

As the sun finally went down, he saw the castle above him no longer reflected the sunlight and stopped the beautiful glimmer it had had all day. That was where Twilight Sparkle lived, the one thar hated changelings the most. He sighed, he felt like he was in danger just looking at it.

He was now outside of his own house. He got his key out with his mouth and opened the door.

"Surprise!"

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><p><strong>Do you like it? Review it, please. Tell me what you like most, and what you think could be improved. This chapter been edited to fix some of the grammar mistakes mentioned in the reviews.<strong>


	3. Chapter 3: The Soldier

Shadowflight was immediately in a defensive position. Random ponies were crowded in his new home, and he didn't know what to do, so he stayed in that position until they all quieted down. He looked in front of him. It was that pink earth pony from before. She broke into his house with a bunch of others, and he wanted to know what was going on.

"What is this? he asked hostilely, never leaving his position.

"It's your welcome party, silly" she replied cheerily "I throw one for every new pony in Ponyville, so I can know everypony here"

Shadowflight saw lots of ponies, and he didn't even know how they got in here let alone fit in his small house. He saw all of those he met while looking around. Rarity, Applejack, and Rainbow Dash. The only one that wasn't there was the shy one, and that was understandable; he doubted she liked crowds of other ponies, and preferred to be in the company of animals.

His house, which was previously dull and run- of- the- mill, was now covered with balloons and streamers and bright lights. There was lots of food on his dining room table, and ponies were just chatting. He decided to stick with who he knew and went up to Rainbow Dash and her friends.

"So, hi, again. I guess you are all friends, then" he tried to make conversation. Just then, the pink pony came up to him.

"Sooo, do you like the party?" She asked cheerfully.

* * *

><p>Twilight was by the food table, pondering on what to do about this changeling crisis. Outside of her friends, she didn't want to tell anypony and alert the changeling that it knew of them. And on that note, how would she search without alerting the possible intruder? Maybe she should go over it with her friends, who she could see talking to that new pony.<p>

He wore an indigo coat with a messy black mane on his head, and had a storm cloud cutie mark. She stared at him, he appeared to be having some sort of conversation with Pinkie Pie and the others. He looked sombre, but slightly awkward.

"I'm alerted of a changeling by the princess, then this new pony just comes in" she thought to herself. "Although, it could just be a coincidence, but the way he acts, he seems distant, and quiet. Then again, I was quite awkward when I moved here. I'll have to look into this more"

* * *

><p>"So, what sort of job did you have in Manehatten?" Rainbow asked.<p>

"Well, I was a weather pony there, and we had lots, considering the place is so big" Shadowflight improvised. That was basically all he knew about the place; that it was big, so he used what he knew. He would find out more about the place later.

Just then, the princess of Friendship, herself, walked up to him. He figured he would show some respect and bowed to her.

"Oh, it's okay, there's no need for that. This is a party, after all" She smiled, as if happy, but he could sense tension coming from her. He decided not to ask.

"Thank you, princess-"

"Call me Twilight" she insisted. She the started staring at him, it looked, almost analytical.

"Soo, Rainbow..." This was a question he had been dyeing to ask "What's friendship like?"

* * *

><p><em>Canterlot was in flames, changeling's everywhere, with nothing but half- destroyed buildings, and more often than not, covered in green slime. Changelings were attacking everypony, but there was one flying through the buildings and encasing everypony in his path, be they civilians or guards,and occasionally killing those who were without love, those who were of no use to his queen. He was one of, if not, the most ruthless soldier in the hive, and he would gather those for his hive, but was not afraid to kill, and would do it.<em>

_He was now chasing a family of four; two unicorn parents, their oldest son, and a filly. He soon backed them into a corner, and began advancing towards them. Just then, he suddenly received a blow to hie face. He looked over to where it came from and saw a rainbow- maned pony with a sky blue coat._

_"Oh no you don't!" she shouted at him. Shadowflight hissed at her, then pounced at her and pinned her to the ground, snapping his fangs at her while she was pushing him away._

_"GO!" she shouted to the family, who ran off. She pushed him with her hind hooves and he fell to the ground. He got up, and started circling her like a shark. He soon pounced at her again, but she dodged and kicked him in the stomach. She took a glance at him, then spread her wings and prepared to fly off. She suddenly felt a rush of pain in her right hind leg. Her eyes widened as she turned and saw the changeling biting her. At a closer look, she could see red eyes on the beast, with green armour on it. He then tossed her to the side and began to knock her around some more. Soon, many bruises were present on her face, and her leg was wounded. He was going to deliver her to the queen, but then he decided to absorb her love personally. He began, and felt it, the love she had for her friends a pet, one small filly. It almost saddened him that he was doing this, but he, and many others, had to survive, and these Elements of Harmony were a danger to those plans. He saw the suffering of what he was doing in her eyes. He hesitated for a second. What was wrong with him? he had absorbed the love of families and never even felt a twinge of guilt. But that twinge of guilt gave her a chance to give him a slug in the jaw, and knocked his helmet off, then kicked him in his un- armoured face. He fell to the ground, nearly passed out._

_Rainbow Dash walked up to the pony, and stared at it coldly._

_"I should give you to those guards right now" she gestured to the royal guards in the distance. He then started to pass out._

_He woke up and found himself near where they had just fought, in the remains of one of the buildings, with that pony looking over him._

_"The guards won't find you here" She turned around and began to walk away._

_"My friends need me" That was the last thing she said to him, and she flew away._

* * *

><p>"Well, my friends are really important to me. In fact, they're the best things that ever happened to me" She replied, smiling at her friends. "I can't even tell you how much they mean to me. I wouldn't trade them for anything"<p>

"Oh, wow. You're really loyal to them" He said.

"Yep, I'm a great friend" She was proud of herself, while her friends rolled their eyes.

"I never really had any friends where I was from"

"Well, ya got some now" Applejack said cheerfully. Ponies were clearing out and Shadowflight looked at the time; 11:43.

"Why, look at the time" Rarity turned to leave. "Bye" she waved as the others left with her.

"See ya around"

"bye"

"Hope you enjoyed the party. I did, It was superly duperly fun!"

"I guess I'll be seeing you, then" Twilight was the last to leave.

As soon as everypony had left, he turned all the lights off and went to bed. He would clean everything up tomorrow, and went to bed, where he got into bed and went to sleep, but his eyes widened as he realised something. He was hungry.

* * *

><p><strong>I'm going on holiday to France, so I won't be updating this or any of my stories for about a week, but I'll be back after then.<strong>


	4. Chapter 4: Nightcrawler

_He didn't know how much time it had been, but he walked out of the remains, and saw his queen in the castle. He found his helmet next to him, cracked._

_"Shadow, there you are!" He looked and saw his brother, Nightcrawler. His eyes and wings were green and he wore blue armour, with a crest on the front. "We have to report back to the Queen" He then noticed Shadowflight thinking to himself. "Are you alright?"_

_"Oh, yes. Thank you, brother" He replied, and put his broken helmet back on._

_"Okay, then, let's go" and they readied their wings, when a unicorn guard jumped them out of nowhere._

* * *

><p>His head jumped out of his bed, panting as if he had just run a marathon, his eyes were wide with fear as he recalled the painful memory. As he checked that all the curtains were drawn and he looked at himself, his true self, his dark indigo changeling mane full of holes and looked like ripped- up silk. He was then encased in green light and transformed into his pony self. Now that he memorised it, it was easy to transform into.<p>

He then opened the door and went outside, to get a job, and was headed to the Ponyville weather station.

* * *

><p>(Twilight's castle)<p>

Twilight was watching some workponies unload copies of all the books that had been lost in her fight with Tirek, along with some new ones. She looked in one of the series of boxes, with books to do with Exploration and Naturalism. With titles such as "All Around Equestria" and "Life in Cold Blood". She looked and saw one book titled "Species of Equestria". This one caught her eye.

"Excuse me, Princess. We are just about to pack that section onto the shelves" One of the lifters said.

"Oh, well, can I take a quick look at this book? I'll give it to you when I'm done" The lifter simply shrugged and went to unload the other boxes. She went to her bedroom and looked through the chapters.

"Diamond Dogs, Breezies, Sea Ponies. Ah, Changelings! Here we are" She got to a very short passage labelled "Changelings".

_Habitat: unknown_

_Food: love_

_There is still much that we are not aware of about changelings, except that they are a parasitic species that feeds off the love of others, and can change their form to that of a pony to fool their prey. If they can get close enough, they are capable of controlling ponies. They are an extremely hostile species, and a rough number of their population is not known. A spell has been made which will break a changeling's disguise, but only works in close proximity._

Twilight read the spell at the bottom and closed the book. She put it back in one of the boxes for the lifters to put away. She went outside and saw Shadowflight walking through town to the direction of the weather station.

* * *

><p>He was right outside the weather station. It was a blue building with a logo of a sun behind a cloud that read "Ponyville Weather Station". He entered the establishment and was greeted a green Pegasus stallion with a short cut brown mane. He was writing something down.<p>

"Excuse me; I'd like to get a job here?" Shadowflight pointed at the "help wanted" on the front of the window.

"Sure" the pony at the desk said without a hint of interest. "Just wait over there and someone will come and test you" he gestured to the seats to the left. He sat in one and waited for someone to come to him. Just then, Rainbow Dash and Twilight came in, chatting to each other.

"Rainbow Dash, there's a new pony here who wants the job. Can you test him?" He used that same bored tone, and Rainbow Dash groaned. She looked behind her and saw Shadowflight, the new pony from yesterday.

"Oh, hey Shadowflight" Twilight appeared to be friendly towards him, but Shadowflight could sense the huge amounts tension in her. She hid it very well, but changelings could sense the emotions of other creatures; it was something that helped them find love. The tension being concealed wasn't what confused him, but that there was so much of it, and what reason could she have to be so tense?

"Alright, Shadow. Let's get this over with" Rainbow Dash used that same disinterested tone as the Pegasus on the desk. They went to the left and she showed him around.

She showed him the schedule room, where ponies report before and after their shift was done. It had a bulletin board like the other ones in Ponyville, but this one had shifts and signup sheets to fill out before and after their shift. There was also a table of ponies discussing something.

"They discuss the weather for the future" Rainbow noticed his confusion over the ponies at what looked like a miniature boardroom table.

"This is the break room, where we take our breaks between shifts" Shadowflight saw a room with lots of chairs, a window, and a jug full of water.

Shadowflight thought to himself. Only three rooms? The place was quite small.

"It's quite a small place, isn't it?" He asked.

"Yeah, but luckily most of the work is done on the outside, so we don't really need that much space" she replied. "It's why I'm showing you around even though you just got here. It just doesn't take that much time"

* * *

><p>They were soon both outside in the sky. Rainbow Dash was sitting on a cloud.<p>

"Alright, here's your test. Clear all those clouds in five minutes" she pulled out a stopwatch from her saddlebags. He perched himself on a cloud and got ready.

"3...2...1 Go!" He shot off to get the clouds.

* * *

><p>Rainbow Dash was watching him. He was alright, struggling. He wasn't thinking he was just doing. He was like some sort of machine. Sure, the work itself was standard, he was doing fine, would probably get the job, too. But, it was the amount of effort he put into it. This guy may have been in her way, when they first met, but he might be alright on second glance.<p>

She loomed at her stopwatch; he had about a minute left and had nearly cleared all the clouds up. This test, sometimes the workponies would do this for a challenge during their spare time, but with much more clouds. She still held the record for beating the challenge in 1 minute.

"Done!" He shouted as he flew back to Rainbow Dash.

* * *

><p>"How'd I do?" He asked.<p>

"Well, there are 30 seconds left, so I guess you got the job. Welcome to the weather station" she said happily. "You start tomorrow. Less work for me to do, now get out of here, I've got some napping to do. You just did my morning shift for me. Thanks!" She flew off.

He put his saddlebags on and flew down. Would probably go back to his house and see if anything needed to be cleaned. It was only about He got a sketchbook out and looked at one of the drawings. It was three changelings sitting together. One female and two males, and a picture right next to it which the the drawing was sketched from. He smiled at it and began to head home, putting it back in his bag.

* * *

><p>In an unknown forest, several changelings were setting up camp. They were all standard changeling soldiers, but without the armour. Their leader was a female, about the same height and size as the others. Her eyes were purple, as well as her wings. She also had a mane, which was a rarity among changelings. It was also coloured purple.<p>

"We're hot on his trail, we're so close" one of the soldiers said.

"Good work, you will scout the area. The rest of us will set up camp." She replied, and the soldier nodded. "Also, is you see anything that might tell us where he is, anything at all. Let me know, and I will send the Queen a letter". He left, while the other set up and she looked into the sky. A look of sadness on her face.

"I do not know where you are, but I hope you're safe"

* * *

><p><strong>I'm back, everybody! What do you think of this chapter? Feel free to review as , thanks for 1000 views this story ^^.<strong>


	5. Chapter 5: The Power

Shadowflight had been in Ponyville for a few days, now. He had gotten to know his six new friends very well. Rarity was very generous, if quite vain, and a bit of a drama queen. Fluttershy was sweet and kind, but also very sensitive. Applejack was always honest and hardworking, but extremely stubborn. Pinkie Pie confused him. Her cheerful personality did not distract him from seeing that she was a mystery wrapped in an enigma. He still didn't know how she got in his house. Then there was Rainbow Dash. He felt odd about her. Over the past few days, he had started to think about her more and more.

Finally, there was Twilight. He didn't know what to make of her, but not in the same way Pinkie did. When he saw her far away, she appeared alright. But she was always more tense whenever he was around. None of the others felt this way around him. He just wasn't sure. Did she not trust him? Did she know his secret? How? He had been so careful. No, if she knew, then he wouldn't be here thinking about this. But it was clear she was suspicious of him. Rainbow Dash was the only one of the six he really considered a friend, the rest were just acquaintances.

It was a weekend, and the sun was shining brightly, as usual, so he decided to take a stroll. That was what he usually did nowadays, he just went on walks through Ponyville, they helped relax him. He should also probably get some shopping done, as well. He couldn't eat any of the things he bought, but it was so that no one would find it suspicious that he never ate food.

He decided to take his usual path down by Sweet Apple Acres and through the outskirts of Ponyville. He began and went through to where the Acres were located. He saw the three fillies that were there before, they were doing something different, today than they were on the day he first saw them. They were on top of a very tall tree, with strings attached to their bodies and the branches, and looked ready to jump. He looked, and saw that the branch was barely holding the threes weight. And if they were going to jump down, then their weight and the force of them going down would break the branch and they would fall, and he didn't see anything at the bottom that they could safely fall into, just the cold, hard ground.

"CUTIE MARK CRUSADER BUNGEE JUMPERS!"

He he flew as fast as he could towards the three as they jumped down. He watched as the branch broke off from the tree. They saw it, too, and screamed. He caught Applebloom and Sweetie Belle in his arms, while Scootaloo was flapping her wings in an attempt to fly but to no avail. Just before she landed on the ground, she could feel a green aura, which she nor did the others notice as their eyes were all closed in fear. As soon as they were all safe, he fell to the ground with the knowledge that they were all safe, tired. When Scootaloo opened her eyes, for a split second, she could've sworn she saw a black, curved horn on Shadowflight's head.

As soon as he got his bearings back, he looked angrily at the three.

"What were you three thinking? Do you have any idea how hurt you three could have been?"

"Sorry Shadow, we wanted to get our cutie marks in bungee jumping" the sorrow was clear Sweetie Belle's voice.

"Is everything alright? We heard screamin'!" Applejack and her brother ran in.

"These three wanted to get their cutie marks in bungee jumping. I saved them before they got hurt"

"Well, thank ya, Shadow. Ah don't know what ah'd do if Applebloom got seriously hurt"

"Yeah, it can really have an impact on you." He replied "It did on me..."

"What was that?" Applejack asked.

"Oh, it's nothing. Sorry" he came out of his daze.

"Bye, Shadow!" Applebloom waved as she went off with her siblings, and Sweetie Belle and Scootaloo went separately.

"Hey, you're Scootaloo, aren't you?" He asked.

"Yeah?" She replied.

"Rainbow Dash mentioned you a couple of times, I think.

"She did?" She suddenly brightened up.

"Yeah, she said you were a nice kid"

"Wow! She did?" She was really excited about just one little complement. She really idolised Rainbow. He couldn't help but chuckle a bit; he had once had an idol.

* * *

><p>Rainbow Dash was sitting in her home, thinking. Her room was a mess, she didn't really feel like it, she was too busy thinking about things. She thought about Shadow, how he has come in and started working for them. He had something about him. He mumbled a lot, and always had that sketchbook of his with him. It was hard to stop thinking about the guy, so she buried herself in her new Daring Do book. She wondered if he read, at all.<p>

There was also , that whole "changeling" thing Twilight was stressed up about. She knew that she really hated changelings, more than anything else, but all they can do is just keep an eye out. But Twilight was really concerned about it. It wasn't bad, but she'd seen what Twilight can be like when she got stressed.

She began to read to lead her mind away from everything.

* * *

><p>Shadowflight continued his walk back to home, with some shopping and the knowledge that he had just saved three fillies lives. It was a good day for him. He felt like he was finally starting to fit in, but starting was a strong word. He wanted to show his true form, but he just couldn't do it with Twilight around, he actually felt a little bit of hostility from her the last time he saw her, which set him off. Maybe she did know and was just waiting for something, like Celestia and her royal guards to show up and take him away.<p>

He then thought back to the fillies, he had used his magic to save the life of that pegasus. Although if he hadn't, she might have very well died if he hadn't, he just didn't like using it. While most changelings had horns as well as wings, they had little to no knowledge of magic. He was one of the select few that did, and had quite powerful magic because he was a special case. His brother and sister had both been able to use powerful magic, and they both had more control over theirs. Whether that was his refusal to use it, or simply some mishap at his birth, he never knew.

All he did know was that it couldn't be contained. He had to use it every once in a while, and not in a small way, like with levitation, that would only slightly delay it unless he was using it for a long period of time. He knew it had to be used, otherwise it would force its way out, but it din't make him like it any less. He could barely control it even when it wasn't in some enormous surge. He just got lucky.

"I can't believe you didn't think of that, you idiot!" a voice said in his head.

Nothing he could do about it now, he had to make do with what he had.

He opened his door and entered. He turned the light on and went upstairs. He began to feel weak. He hadn't eaten in days. He didn't know how long he could hold out. But he had to, he had to show, that changelings and ponies, could live together, that Nightcrawler didn't die for nothing.

* * *

><p>The group scouted the area for any clues they would have lead to his location, but had to far gotten little to no clues. The leader was standing guard to make sure no ponies wandering in the woods would happen to see them. She was also patiently waiting for her soldiers to return with some clue as to where he went.<p>

"Nothing, yet, Princess Silkshade" One soldier reported. She sighed.

"Very well, continue" He saluted and resumed his search. She was alone, now.

"Silkshade, we think we might have found something!"


	6. Chapter 6: Family

Shadowflight got up for work, as per usual. Got into his usual disguise, and left. He was going to Rainbow Dashes house, where she would show him her book collection of Daring Do. She insisted instantly after she found out that he didn't read books.

"Can't read books? Ha, can barely read at all, is more like it" He thought to himself, as he left. He flew up, and saw Ponyville from down below. Beautiful sight, as always. He flew past all the clouds. This made him glad he didn't have the weekend shift, unlike Bulk Biceps and Thunderlane, who were chosen to do this weekend shift. The ponies who had to work on the weekends was different every time. He wasn't sure when it would be his turn, but if it was, he hoped it would be with Rainbow Dash. The two had gotten closer over the time they spent together. It had been a mere two weeks, too. It surprised him that they had gotten so close, as well. It was nice, especially since it distracted him from his, hunger.

It got stronger every day, and he could feel it. He was slowly getting weaker. So far, it wasn't weak enough for anyone to notice, but bit by bit, they would, which he didn't want, especially from Rainbow Dash. She shouldn't have to worry about him. He sometimes considered showing his true self to her, but it wasn't the right time, but he didn't know how much time he had left. He needed love, and soon.

"You know, plenty of ponies have tons of love in this town, nopony would miss it if you just took a bit of love" That voice again, that voice. He hated it, he wished it would just go... wherever voices went.

He flew off into the bright blue sky of the day. It was lovely, as always. He saw the ponies, down below. He saw the three he saved the other day, hopefully they were doing something a little less life threatening, to earn their cutie marks. Changelings didn't have cutie marks, they didn't know what their special talent would be, they were only trained to fight, hunt, and deceive prey. Now, he wasn't doing any of those. He saw Pinkie Pie hopping around on her never- ending sugar rush. He also saw a grey earth pony mare with a long black mane and a cello, who scared him a bit.

He flew up higher, and saw- no, marvelled at his friends house! It was beautiful, a house on a cloud. the outside was a white as the cloud it sat on, various rainbows circled the house, with a pond, outside. Was it filled with rainbows? He knocked on the front door, and stood there for a couple of seconds, until she answered the door.

"Oh, hey Shadow" She said "You want to come in?" He nodded and entered her house. The inside was a cyan blue, just like her coat. It had a TV in the corner, with a sofa, a guitar in the corner and a Wonderbolts poster, as well as doors leading into other rooms. She lead him upstairs, and he saw that her room was a darker shade of blue, looking almost purple, a single bed, with a bookshelf beside it.

"Here it is, the first book" she reached for something on the top shelf, and showed it to him.

"Daring Do and the Quest for the Sapphire Stone?" He read aloud. Rainbow Dash nodded.

"Yeah, it's also my favourite. I have all of them. I'm trying to get the first editions of all the books, and I nearly have, except for that one, but I WILL find it, someday"

He chuckled inwardly at her determination to find a book she already read. But then again, that was one of the things that drew him towards her. He guessed he was destined to, as she had spared his life When she could've ended it. Why? That question ate away at him almost as much as his hunger did.

"As Daring Do trekked through the tropical jungle..."

* * *

><p>Rainbow was reading the first book to Shadow, who was listening intently to her, despite never reading before and she remembered how she responded to reading on first glance, maybe it was just her, she thought. It was nice to have someone to read with besides Twilight, maybe they could all read together, sometime. He was determined, nice and had a bit of mystery to him. He was awesome guy, and she liked it when he complimented her.<p>

"Wow, this is good" Shadow said. "And she's a lot like you" She blushed

Wait, blushed? She blushed? She quickly covered her face with her wing.

"Uh, I have to go to the bathroom" She quickly said and zoomed upstairs to the bathroom to look at herself.

"Rainbow, what's going on?" she said to herself in the mirror. "Why are you going red? Why do you feel weird every time he says something nice about you?" She took a while to get the red off her face, and she wen back downstairs.

* * *

><p>Shadowflight was looking around the room. He pondered about his interest in Dash. He knew he wanted to somehow find out why she let him live, but he could feel himself wanting more that just that.<p>

He saw everything in the room, and noticed one family picture. One was a pink pegasus mare with a purple mane, who looked like Rainbow Dash except for the colours. He other was a stallion who was also a pegasus but had Rainbows mane and a light indigo coat. It was a family, all connected to each other, all happy.

* * *

><p><em>Shadowflight had just finished the obstacle course. He, his sister and brother would soon be going in for battle training. Changelings were trained for a year to learn how to fight, transform and deceive prey. He was the best at what he did, and he captains thought so. Of course, that was because his mother had also had a hoof in training him, but she mostly focused on his sister. He still tried his best to hunt and kill. The ponies were but prey to him, as means of their survival. There was a a war that would soon begin with the ponies, so he had to be especially ready, unlike his brother.<em>

_"Oof!" his brother just missed the mark and crashed to the ground. Shadowflight sighed._

_"Again, Nightcrawler? Why do you have to be so clumsy?"_

_"I don't know, I can just never get that bit right, I guess" His brother replied. Shadowflight wasn't convinced._

_"Brother, do you still have this foolish illusion that ponies and changelings can live in harmony?"_

_"Can you blame me? I just want to know a way we can both live in peace"_

_"There is no way! We absorb love, they have that love!" It's either them or us, Nightcrawler! Why can't you understand that!?" He all but yelled at his brother. He loved him, but he was a fool to believe that. He looked at his brother, who He had just upset. He sighed._

_"Listen, Nightcrawler, it's just impossible to think that we could co- exist. We need to feed off of them to survive, until they're drained. It's a shame we can't live side by side, yes, but we need to ensure the survival of our race first before anything"_

_"I know, but..." He trailed off. "Dont you ever think about what ponies are feeling, when you drain them?"_

_"What?"_

_"We deceive them, make them think we love them, then consume that feeling, as we kill them, and make them suffer. Do you ever think that maybe, they could give us their love willingly, so they don't die when we just force it all out of them?"_

_"We can't love us willingly, Nightcrawler. To them, we are monsters. The same monster that their fillies see under their bed. Maybe, we can change that"_

_Shadowflight rolled his eyes. "You've got to bury this notion, at least for the war."_

_"Okay"_

_"Alright, now let's see you with your armour on"_

* * *

><p>"I'm back, Shadow."<p>

He looked up from the picture, and saw her. He noticed she was wearing a smile, wuich seemed both forced and natural. She came down, he suddenly began to feel slightly stronger, which he knew could only mean one thing.

"Sorry, I, uh, have to go home" He said in a worry and quickly went home in a hurry.

He rushed back home, and felt both excited, and scared. There was a pony that loved him. Maybe he could drain her, and be up to full strength...

No, that wasn't who he was, anymore, but it could just be a small amount, and after all, it would be his life on the line if he didn't do something quickly, but no. He wasn't the monster who took he love of ponies and fed on it, he wasn't the soldier that had killed countless times, anymore. He wasn't sure how he felt about her. His feelings were conflicted with her, he was interested in her, but he wasn't sure what way, now. He felt like knowing more about her than just why she left him alive, but he still strived to know.

* * *

><p>Silkshade and her soldiers were disguised as pegasi, and flying north as fast as they could. They were in a hurry, as soon as they could confirm that he was where they thought he was.<p>

"Princess, the squad is tiring" one of the soldiers informed Silkshade

"Well tell them to get over it! We're almost there." The changeling princess disregarded the information and flew on.

"But we must rest, we have been flying at full speed for four hours straight without a break-"

"And like I said, get over it!"

"What if he does not come willingly, princess? We must be at full energy if he resists!" He tried one last time, hoping to get through to her.

"Very well" she sighed "We are taking a short break. You all may rest" the changelings behind her sighed in relief, and dropped to the ground like flies. The group rested, while Silkshad fast on her own, distant from the others. She didn't want them to see her sad.

* * *

><p><em>Shadowflight was ready. He spent a week contemplating with himself on this, and in the end he finally decided to leave. He couldn't live with what had had happened to Nightcrawler, and knew he had to leave. He had only brought one thing with him, his beloved sketchbook, which he always carried with him.<em>

_Now, he was standing on the border of the changeling hive, afraid to step through. He knew that he had to get approval to leave from the Queen, and others, so they would probably try to find him._

_"Where are you going?" His sister, Silkshade was calling behind him. She was flying as fast as her wings would carry her._

_"Away from here" He simply replied, and began to turn around._

_"but you can't" she said with growing sadness_

_"I can and will" he began to ready his wings, when she stopped him._

_"Leaving won't bring him back"_

_"Maybe not, but I can still honour what he always believed" he replied._

_"He was our brother, yes. But you know as well as I that he was an idiot to believe that" she exclaimed "Ponies will never accept us, making friends with them will not save our race." _

_"And war will?" He asked rhetorically. "Look around you, our race is dying more than ever, thanks to the invasion, and now Nightcrawler's dead!"_

_"He died because he was careless-"_

_"He died because of the invasion!" Shadowflight interrupted. "Did you ever consider that maybe he was right? Maybe co- existence is possible?"_

_"And if it isn't?" she said, using circumstances to get him to change his mind._

_"Then I'm sorry I doubted mother" he replied as he once again left._

_"Wait!" She shouted, her voice breaking slightly "Please, I've already lost one brother, I don't want another to go! We've been through so much together. Without you, mother will be all I have with me." Tears began to well up in her eyes. Ever since their mother had began training her to control the magic that was was in their bloodline, and to be princess. Ever since then, she had begun to grow more distant with her brothers. Then Nightcrawler died, and her relationship with her only other brother had gotten even worse. "Please, don't go"_

_He hugged her. "Goodbye, Silkie" he knocked her out, as the tears dropped from her eyes._

* * *

><p>Her tears dropped to the ground, as she cried away from the others, she just wanted her brother back.<p>

* * *

><p><strong>Okay, that was chapter six. Sorry for not uploading a new chapter, in a while, but I recently went back to school, and started a new story, be sure to check it out, it's called Everfree.<strong>

**Review, please.**


	7. Chapter 7: Twilight's Break- In

**Thanks for 3K views on this story! Sorry for not uploading a chapter in a while, but I've started another fanfic; Crusaders of Justice, where the CMC all don the costume of Mare Do Well and fight crime. Be sure to check it out!**

* * *

><p>The sun was shining brightly as Shadowflight got out of bed. He did his daily morning routine of putting his disguise on and making sure he was ready to go outside. He also checked his fridge. Most of the things in there had expired, since he didn't eat them, he just bought food so nopony would get suspicious. He would probably replace them tomorrow. He went outside, as usual and saw it was cloudier today, but the sun still stuck out.<p>

A brand new day for him, and he couldn't be happier. Though he couldn't shake the feeling that something was going to happen soon. He buried that thought temporarily and took flight.

* * *

><p>Rainbow Dash slept in. Her shift wouldn't be with Shadow today, which made her quite upset, but not too much. She needed to avoid him for a bit. After all, she got to practice more on her flying, maybe she would see her friends as well. She wondered if Twilight was getting on alright with her flying. Yeah, that would distract her from things.<p>

She stayed in bed for a little while longer, before finally getting up and flying out. She flew, looking at everything below her. The Crusaders playing Superheroes, Big Mac on a date, oh hey and Twilight, Who looked like she was going in the direction of Rarity's Boutique. She flew down to see her friend.

"Twilight! Hey,Twilight!" The purple alicorn looked up to see her friend flying towards her, and waved back.

"Hey, Rainbow Dash"

"Twilight, where are you going?"

"I'm just going to see Rarity."

"Okay. I've got a day off, why don't I come?"

"Sure" Twilight answered and they both headed to Rarity's. They arrived at her boutique, opened the door and their friend behind the counter greeted them pleasantly.

"Oh hello there, you two" Rarity said cheerfully. "Everything alright?"

"Yes, actually. We wanted to see you. Is everything alright?" Twilight asked

"Everything's fine, but it has been slow today. Shouldn't you be at work, Rainbow?"

"Nah, my shift is later. It's Shadow who's in right now"

"Shadow? Ah yes, Shadowflight." She realized "Has the fellow been settling in?"

"Oh yeah, he's nice" Rainbow replied "Really really nice, and he's awesome, as well"

"Really? Does he do a lot of stunts like you?"

"Well, no. He... Just is. He's a nice guy, we both like to talk about me, he always bails me out when I'm caught practicing. He's a really nice guy..." Rainbow trailed off. Rarity knew what was going on.

"Rainbow, do you?" She didn't need to finish the sentence. Rainbow Dash simply stood there. A couple of silent seconds went by, and Rarity squealed in excitement.

"Oh, this is so exciting! I can organize a date between you two, with candles, in the moonlit nighttime, and-"

"Whoa!" Rainbow cut Rarity off "Hold on there!" Twilight was staring at the whole thing, not knowing what to say, until she finally managed to speak.

"Rainbow, are you sure you love him?"

"I, uh, I don't know, Twilight. In feel kinda different around him, like everything is better. It makes me feel confused" Twilight looked worried, really worried.

"Um, I have to go. I'll see you girls later" Twilight rushed off. Rainbow didn't know what it was. She suddenly seemed really tense, and just took off. Now it was just her and Rarity.

"My dear, what was that about?" Rarity asked Rainbow, who was just as confused.

"I don't know, but I felt like running after you started to plan a date for me" she looked at Rarity.

"Sorry, darling. I suppose I got a bit carried away, but love just gets me so excited" she said in defence. "Also, it's a bit of a surprise that we're talking about your romance life"

"Hey, what's that supposed to mean?"

"Well, I just never took you for the romantic type" Rainbow was about to retort, then stopped.

"I don't know what to do, Rarity."

"Well, maybe you could just ask him out?"

"What, dinner and candles? That's not my style"

"Well, why don't you just do something you like? Something. um, 'awesome'?"

"Yeah! Like seeing a Wonderbolts performance, or flying in the night when it's hard to see."

"Well, I don't know about any Wonderbolts shows; mostly because I haven't heard you talking about going to one, but flying in the night sounds nice"

* * *

><p>Shadowflight was close to finishing work for the day, he just had to make sure all the clouds stayed where they should. He was contempt with what he had, but he wished Rainbow Dash was with him right now. Everything was more fun when he ha a friend with him.<p>

A friend, he wasn't sure if that was all be wanted her to be, anymore. He believed his brother could be right, and a changeling could truly love, but can a pony give their love willingly? What if it's not possible...

He slapped himself, making sure he never thought such things. He made a promise, and he would keep it. But he was afraid, afraid he might drain her by accident, or worse, on purpose.

* * *

><p>Twilight had just run from her friends and was now pacing in her room.<p>

"No, no, no, no. She can't love him! I still don't know if he is who he says he is!" she ranted to herself "I've found nothing conclusive! What do I have to do, sneak in his-" she instantly got an idea, and went to her new bookshelves. She looked through them, finding the category she was looking for and got out an advanced spellbook. she looked through it, until she found what she was looking for.

"Yes!" an invisibility spell was what was on the page. She read it, then practised a couple of times, to make sure she got it right. She then left

"Spike, I'm going out! I'll be back soon"

"Okay, Twilight" Spike called back. She walked towards where she knew his house would be. She then positioned herself behind the house, and she waited outside in the bushes. She was there for about 20 minutes, when she saw him return.

She quickly activated the invisibility spell, and came out, being sure not to make any noise leaving the bushes. She watched him get his key out and open the door. She quickly slipped inside as he closed it. He instantly went upstairs, which left her free to investigate the ground floor. She looked in the living room, nothing out of the ordinary, if a little empty. She looked in the small downstairs cupboard; which was also perfectly normal. She then moved on to the kitchen. She looked around. Once again, normal.

She was about to move on to creeping upstairs, when a horrid stench filled her nostrils. She looked around for where it could be coming from, she looked at the fridge. She walked towards it, and the smell got stronger. Twilight opened the fridge, and put a hoof on her nose. The food in there smelled horrible! everything was rotten, like it had been in there for weeks! She looked at one of the labels of hayburgers, they expired last week. Another foodstuff had gone bad in two weeks. There was other stuff in there, too. Everything was bad!

"It's like he doesn't even eat!" Twilight thought "Or can't"

She then crept up the stairs, where Shadowflight was. He had the window open, and was drawing on his bed. She wanted to check around his room, but she was afraid he might hear her. She slowly backed down the stairs and waited for something to happen. After 30 minutes of waiting, she was growing slightly impatient. She then heard a door closing upstairs. She slowly went back up and saw that he wasn't there, he was using the bathroom.

She immediately took the chance to find out what he had been doing up there that whole time. She went up and saw a book, a sketchbook. She looked at it; it had A4 sheets of paper and the cover was blue. opened it. The first thing she was a drawing of a forest. She turned the page, there was a black castle. Next page and her eyes widened, there was a photo of three changelings sitting together, with Queen Chrysalis, and a drawing of the same thing. He was a changeling! She was about to grab the photo, but she heard the bathroom door opening, and had to leave the bedroom. The windows were open, so she flew out.

She found it, and she had to get the proof. When she did, she would get the guards over, and take him in.


End file.
